What are the regulations on taxpayer registration in case of reorganization of an enterprise in Vietnam?

What is the definition of reorganization of an enterprise in Vietnam?

According to Clause 31, Article 4 of the Law on Enterprises 2020, “reorganization” of an enterprise means the full division, partial division, consolidation, acquisition or conversion of an enterprise

What are the regulations on taxpayer registration in case of reorganization of an enterprise in Vietnam? (Image from Internet)

What are the regulations on taxpayer registration in case of reorganization of an enterprise in Vietnam?

According to Article 20 of Circular 105/2020/TT-BTC on taxpayer registration in case of reorganization of an enterprise in Vietnam as follows:

* Total division

- For the transferor entity:

The transferor entity shall apply for TIN deactivation to the supervisory tax authority as prescribed in Article 39 of the Law on Tax Administration 2019 and Article 14 of Circular 105/2020/TT-BTC.

According to the application for TIN deactivation filed by the transferor entity, the tax authority shall deactivate the TIN as prescribed in Article 39 of the Law on Tax Administration 2019 and Articles 15 and 16 of Circular 105/2020/TT-BTC.

- For the transferee entity:

The transferor entity shall apply for tax registration to the tax authority as prescribed in Articles 31, 32, 33 of the Law on Tax Administration 2019 and Article 7 hereof.

According to the application for tax registration filed by the transferee entity, the tax authority shall issue a TIN to the taxpayer as prescribed in Article 34 of the Law on Tax Administration 2019 and Article 8 of Circular 105/2020/TT-BTC.

* Partial division

- For the transferor entity:

After the partial division, if any change to the tax registration occurs, the transferor entity shall apply for amendments to tax registration to the supervisory tax authority within 10 business days after being issued with the establishment and operation license, establishment decision or other equivalent document by the competent authority.

Required documents in the application:

+ Application form for amendments to tax registration No. 08-MST hereto appended;

+ Copy of the decision on partial division or equivalent document;

+ Copy of establishment and operation license, establishment decision or equivalent document.

The tax authority shall amend the tax registration of the transferor entity as prescribed in Article 36 of the Law on Tax Administration 2019 and Article 11 hereof. The transferor entity shall keep using the TIN already issued to fulfill further tax liabilities.

- For the transferee entity:

The transferee entity shall apply for tax registration to the tax authority as prescribed in Articles 31, 32, 33 of the Law on Tax Administration 2019 and Article 7 of Circular 105/2020/TT-BTC.

According to the application for tax registration filed by the transferee entity, the tax authority shall issue a TIN to the taxpayer as prescribed in Article 34 of the Law on Tax Administration 2019 and Article 8 of Circular 105/2020/TT-BTC.

* Acquisition

The acquirer may keep using its TIN. The acquired entity shall have its TIN deactivate.

- The acquired entity:

The acquired entity shall apply for TIN deactivation to the supervisory tax authority as prescribed in Article 39 of the Law on Tax Administration 2019 and Article 14 of Circular 105/2020/TT-BTC.

According to the application for TIN deactivation filed by the acquired entity, the tax authority shall deactivate the TIN as prescribed in Article 39 of the Law on Tax Administration 2019 and Articles 15 and 16 of Circular 105/2020/TT-BTC.

- The acquirer:

If the acquisition gives rise to changes of the tax registration, within 10 business days after being issued with the establishment and operation license, establishment decision or other equivalent document, the acquirer shall apply for amendments to tax registration to the supervisory tax authority.

Required documents in the application:

+ Application form for amendments to tax registration No. 08-MST hereto appended;

+ Copy of acquisition contract or equivalent document;

+ Copy of establishment and operation license, establishment decision or equivalent document.

The tax authority shall amend the tax registration of the acquired entity as prescribed in Article 36 of the Law on Tax Administration 2019 and Article 11 of Circular 105/2020/TT-BTC.

* Consolidation

- The consolidating entities:

The consolidating entities shall apply for TIN deactivation to the supervisory tax authority as prescribed in Article 39 of the Law on Tax Administration 2019 and Article 14 of Circular 105/2020/TT-BTC.

According to the application for TIN deactivation filed by the consolidating entities, the tax authority shall deactivate their TINs as prescribed in Article 39 of the Law on Tax Administration 2019 and Articles 15 and 16 hereof.

- The consolidated entity:

The consolidated entity shall apply for tax registration to the tax authority as prescribed in Articles 31, 32, 33 of theLaw on Tax Administration 2019 and Article 7 of Circular 105/2020/TT-BTC.

According to the application for tax registration filed by the consolidating entities, the tax authority shall issue a TIN to the taxpayer as prescribed in Article 34 of the Law on Tax Administration 2019 and Article 8 of Circular 105/2020/TT-BTC.

Where is the initial taxpayer registration application in Vietnam submitted?

Under Article 32 of the Tax Administration Law 2019, the places for submission of initial taxpayer registration applications in Vietnam are as follows:

-  For taxpayers who combine taxpayer registration with business registration, the taxpayer registration application and the business registration application shall be submitted to the same authority as prescribed by law.

- Taxpayers directly registered with tax authorities shall submit their applications as follows:

+ Organizations, household businesses and individual businesses shall submit their applications to tax authorities of the areas where their headquarters are located;

+ Organizations and individuals responsible for withholding and paying tax on taxpayers’ behalf shall submit their applications to their supervisory tax authorities;

+ Non-business households and individuals shall submit their taxpayer registration applications to tax authorities where taxable income is incurred, where permanent residence or temporary residence is registered or where amounts payable to the state budget are incurred.

- Individuals authorizing their income payers to apply for taxpayer registration of themselves and their dependants shall submit their taxpayer registration applications to the income payers. The income payers shall be responsible for preparing and submitting such taxpayer registration applications to their supervisory tax authorities.